March/2009 www.bpnbrasil.com.br BPN Brasil´s Profile • A Wholesale Bank focused on small and medium size companies (“SME‟s”), or with selected large corporations mainly to support their activities involving SME‟s. • Tailor made & sophisticated products, usually offered only to large companies. • Main activities include: Corporate Banking: Local Currency Loans, Guarantees, Performance Bonds, Trade Finance (Pre Export, PrePayment, Import Financing, ECA‟s, LCs, SBLCs) and BNDES Onlending. Structured Finance: Debt & Equity Capital Raising Advisory and Debt Capital Markets (FIDC, CRI, CCB). Treasury: CDs, Government and Private Securities, Foreign Exchange, Derivatives, Interbank Transactions. 2 Business Network BPN Brasil is present in the main 115 agências no Norte 88 agências no Centro/Sul Brazilian States, covering 80 cities through a network of 30 correspondent bankers (Brazilian Central Bank‟s Resolution 3.110). The correspondent bankers have large experience (in average more than 25 years in their covered area) in the Brazilian financial market. 3 Financial Indicators 4 Financial Statements Balance Sheet (In thousands of Reais) ASSETS 31/12/2008 31/12/2007 31/12/2006 421.234 383.229 221.917 4.815 1.843 9.806 Interbank Deposits 56.651 89.721 64.642 Marketable Securities and derivative financial instruments 38.739 6.216 2.962 920 1.192 585 223.378 201.883 98.253 Foreign Exchange Portfolio 72.312 63.822 33.594 Other Loans 20.044 14.624 9.738 Other Assets 4.375 3.928 2.337 Permanent Assets 3.112 1.825 2.180 424.346 385.054 224.097 Current Assets and long term receivables Funds Available Interbank Accounts (Brazilian Central Bank Deposits) Loans Total Assets 5 Financial Statements Balance Sheet (In thousands of Reais) LIABILITIES 31/12/2008 31/12/2007 31/12/2006 369.353 329.831 174.333 ST & LT Deposits 37.748 66.562 51.913 Interbank deposits 1.438 19.842 14.884 232.918 152.957 72.214 47.283 33.478 11.609 1.157 3.363 1.107 Foreign exchange 18.665 31.648 9.160 Other liabilities 30.144 21.981 13.446 461 2.164 2.283 Stockholders' equity 54.532 53.059 47.481 Capital - domiciled abroad 52.416 50.000 50.000 Capital increase - - - Capital reserves 409 294 - 1.707 349 78 - 2.416 (2.597) 424.346 385.054 224.097 Current and long-term liabilities Foreign borrowings BNDES/FINAME Derivative financial instruments Defered Income Revenue reserves Retained earnings (accumulated deficit) Total liabilities and stockholders' equity 6 Financial Statements Income Statement (In thousands of Reais) 31/12/2008 31/12/2007 31/12/2006 Income from financial operations 132.069 61.239 36.425 Expenses on financial operations (113.391) (36.695) (23.262) 18.678 24.544 13.163 (14.360) (16.132) (15.418) 4.318 8.412 (2.255) Gross profit on financial intermediation Other operating income (expenses) Operating result Non-operating result (10) - 320 Result before taxation and profit sharing 4.308 8.412 (1.935) Income tax and social contribution (652) (2.873) 165 Statutory sharing profit (607) (113) (7) Net income (loss) 3.049 5.426 -1.777 The Financial Statements, audited by PriceWaterhouseCoopers, was published on 27/02/2009 on „Diário do Comércio e Indústria‟ and „Diário Oficial do Estado de São Paulo‟ newspapers. 7 Comfort Letter Lisbon, 27th November 2008 Dear Sir, The Board of Directors of BPN - Banco Português de Negócios, S.A. (“BPN”), a Financial Institution ruled by the Portuguese Legislation, declares that it is the intention of the Bank to promote the activities of its subsidiary in Brazil, BPN Brasil Banco Múltiplo S.A. (“BPN Brasil”), a financial institution, created under the legislation of the Federative Republic of Brazil. With this in mind, BPN is pleased to confirm that: 1. It controls and holds the majority of the capital of BPN Brasil through its subsidiary BPN Participações Financeiras SGPS, Ltda.; 2. It appoints the Executive Board of the bank in Brazil, and that this Executive Board acts following the business purposes of BPN; and that 3. BPN Brasil will always be able to fulfill integrally and promptly all legally assumed obligations, except those related to political risk and/or to any restriction on the transfer of funds, legally imposed. Very Best Regards, Pedro Oliveira Cardoso Banco Português de Negócios Noberto Sequeira da Rosa Banco Português de Negócios 8 Ownership Structure BPN S.A. BPN Participações Financeiras SGPS, SA. 80% 20% BPN Participações Brasil Ltda Brazil BPN Brasil Banco Múltiplo S.A. 9 Banco Português de Negócios • Universal Bank founded in 1998, has 205 branches in Portugal and 5 in France. • On November 11th, 2008, the Government of Portugal passed the Decree-Law 251-X, nationalizing the entire capital of Banco Português de Negócios S.A. (“BPN Portugal”), transferring its shares to the Portuguese State. At the same time, BPN‟s Board of Directors and Management was entrusted to Caixa Geral de Depósitos, S.A. (“CGD”), the largest banking and insurance group in Portugal. 10 Banco Africano de Investimentos • Largest private Angolan bank, founded in November 1996, was elected by The Banker (Financial Times) Angola´s Bank of the Year in 2008. • 42 branches, over 120.000 customers and US$ 227,3 million in equity. • In Oct/2004, NOSSA – Nova Sociedade de Seguros de Angola was created through a partnership between BAI, BPN Group and IFC (International Finance Corporation). Main shareholder: • Largest company in Angola, is focused in research, exploration and production of oil and gas both in Angola‟s soil and off its Atlantic coast. 11 Organizational Structure Carlos H. A. R. Catraio President & CEO Legal / Compliance & Ombudsman Human Resources Luiz Stouthandel Roberto Perez Jr. Hirosi Tanahara Rodrigo Del Barrio Director Director Director Director Operations Credit & Risk Commercial Banking • Back Office • Credit Analysis • Accounting • Risk Management • Clients & Network of Correspondents • Information Technology • Credit Portfolio Management and Monitoring • BNDES • Financial Control • Investor Relations • Credit Restructuring • Business Development • Export / Import Finance Financial • Treasury Management • Financial Institutions & Correspondent Banks • Financial Products & Services • Budget Management 12 Contacts: Commercial Banking Hirosi Tanahara [email protected] (55 11) 3094-9045 Correspondent Banking Angelina Falcão [email protected] (55 11) 3094-9068 Credit & Risk Roberto Perez Jr. [email protected] (55 11) 3094-9005 Financial Rodrigo Del Barrio [email protected] (55 11) 3094-9012 Website www.bpnbrasil.com.br E-mail [email protected] 13 Social Responsability BPN Brasil supports the following non-profit organizations and initiatives: 14